STOCK PURCHASE AGREEMENT
                            ------------------------


     THIS STOCK PURCHASE AGREEMENT, made this 17th day of February, 1998, by and
among  WESTECH  ENERGY  CORPORATION, a Colorado corporation ("Westech"), WESTECH
ENERGY NEW ZEALAND LIMITED, a ________________ corporation ("WESNZ"), and EDWARD
DAVIES  ("Davies").
                              W I T N E S S E T H:
                              -------------------

     WHEREAS,  Westech  is  a  wholly  owned subsidiary of Energy Corporation of
America, a West Virginia corporation ("ECA"), and ECA owns all of the issued and
outstanding  voting  common  stock  of  Westech,  consisting  of  One  Million
(1,000,000)  shares,  One  Dollar  ($1.00)  par  value;  and

     WHEREAS,  the  Articles  of  Incorporation  of Westech have been amended to
create a new class of nonvoting stock referred to as Class A stock, which shares
have  all  the  same  rights and privileges as the stock owned by ECA other than
voting  rights;  and

     WHEREAS,  WESNZ is a wholly owned subsidiary of ECA and ECA owns all of the
issued and outstanding voting stock of WESNZ, consisting of One Thousand (1,000)
shares  _____  par  value;  and

     WHEREAS,  WESNZ's  corporate  documents  have  been amended to create a new
class  of  nonvoting  stock  referred to as Class A stock, which shares have all
the  same  rights and privileges as stock owned by ECA other than voting rights;
and

     WHEREAS,  Davies  is  the  President  of  Westech  and a valued employee of
Westech  and  ECA considers it desirable and in its best interest that Davies be
given  an  added  incentive  to  advance  the  interests  of  the  company;  and

     WHEREAS,  Westech  desires  to  issue  to  Davies  Twenty-Five Thousand Six
Hundred Forty-One (25,641) shares of Class A stock of Westech, which shares when
issued  will  represent 2.5 percent of all the outstanding stock of Westech, and
Davies  desires  to purchase Twenty-Five Thousand Six Hundred Forty-One (25,641)
shares of Class A stock of Westech on the terms and conditions set forth herein;
and

     WHEREAS, WESNZ desires to issue to Davies Twenty-Six (26) shares of Class A
stock  of  WESNZ,  which  shares  when  issued will represent 2.5 percent of all
outstanding  stock  of  WESNZ,,  and  Davies desires to purchase Twenty-Six (26)
shares  of  Class A stock of WESNZ on the terms and conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the  parties  do  hereby  agree  as  follows:

     1.     Sale  and  Issurance  of Stock.  Westech agrees to sell and issue to
            ------------------------------
Davies  and  Davies  agrees  to  purchase  from Westech Twenty-Five Thousand Six
Hundred  Forty-One  (25,641) shares of Class A stock representing 2.5 percent of
all  outstanding stock of Westech.  WESNZ agrees to sell and issue to Davies and
Davies  agrees to purchase from WESNZ Twenty-Six (26) shares of Class A stock to
WESNZ  representing  2.5  percent  of  all  outstanding  stock  of  WESNZ.  The
Twenty-Five  Thousand  Six Hundred Forty-One (25,641) shares WESNZ Class A stock
are hereinafter collectively referred to as the "Stock".  Davies agrees to pay a
total purchase price of One Hundred Fifty Thousand Dollars ($150,000.00) for the
Stock.

     2.     Payment of Purchase Price.  In payment of the purchase price for the
            -------------------------
Stock,  Davies  agrees  to  execute  and deliver in favor of Westech and WESNZ a
promissory  note substantially in the form of Exhibit A hereto, in the principal
amount  of  One Hundred Fifty Thousand Dollars ($150,000.00) bearing interest at
the  rate  of  eight percent (8%) per year, interest payable quarterly, with all
outstanding  interest  and  principal  payable  ten  (10) years from the date of
execution  of  the  promissory  note.

     3.     Stock  Pledge.  To secure the repayment of the promissory note to be
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executed  and  delivered  in  accordance  with  Paragraph 2 above, Davies hereby
agrees  to pledge his Westech and WESNZ shares to Westech and WESNZ respectively
and  to  execute  and  deliver  to  Westech  and  WESNZ a Stock Pledge Agreement
substantially  in  the  form  of  Exhibit  B  attached  hereto.

     4.     Restrictions.  The  Stock  acquired  by  Davies  hereunder  shall be
            ------------
subject  to  the  following  restrictions:

          (a)     The  Stock  is nontransferable and is subject to the terms and
conditions  of  this  Stock  Purchase Agreement, including Davies' obligation to
resell  the Westech shares to Westech and the WESNZ shares to WESNZ as set forth
in  Paragraph  4(b)  below.

          (b)     If  Davies'  employment  with  Westech  is  terminated for any
reason,  including  death,  Davies, or the executor of Davies' estate, agrees to
immediately  resell  the Stock purchased hereunder to the respective corporation
at  the  price  per  share set forth herein.  The resale price per share for the
Westech  shares  shall  be equal to six (6) times the average per share earnings
for  the  most  recent  three  (3)  fiscal  years  of  Westech.

     "Earnings"  shall  mean  Westech's  earnings  (net  of extraordinary items,
Windfall  Profits  Taxes,  and other similar and/or substituted taxes, and state
and  local  taxes, but before provisions for federal income taxes) as determined
in accordance with generally accepted accounting principles consistently applied
by  Westech's  regularly engaged accountants, which determination shall be final
and  binding  upon  Davies  and  Westech.

     The  resale  price per share for the WESNZ shares shall be equal to six (6)
times  the average per share earnings for the most recent three (3) fiscal years
of  WESNZ.

     "Earnings"  shall  mean  WESNZ's  earnings  (net  of  extraordinary  items,
Windfall  Profits  Taxes,  and other similar and/or substituted taxes, and state
and  local  taxes, but before provisions for federal income taxes) as determined
in accordance with generally accepted accounting principles consistently applied
by WESNZ's regularly engaged accountants, which determination shall be final and
binding  upon  Davies  and  WESNZ.

     5.     Binding  Effect.  This  agreement shall be binding upon and inure to
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the  benefit  of  any  successor  or  successors  of  Westech  or  WESNZ.

     IN  WITNESS  WHEREOF, the parties have caused this agreement to be executed
as  of  the  day  and  year  first  above  written.

                                          WESTECH  ENERGY  CORPORATION

                                          By:/s/  Dale  P.  Andrews
                                             --------------------------------
                                          Its:   Secretary


                                          WESTECH  ENERGY  NEW  ZEALAND  LIMITED


                                          By:/s/  Dale  P.  Andrews
                                             ---------------------------------
                                          Its:   Secretary



                                              /s/  Edward  Davies
                                             ---------------------------------
                                                    EDWARD  DAVIES